April 22, 2005

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April 22, 2005
Courtside Acquisition Corp.
1700 Broadway, 17th Floor
New York, New York 10019
EarlyBirdCapital, Inc.
275 Madison Avenue
Suite 1203
New York, New York 10016
Re: Initial Public Offering
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Gentlemen:
The undersigned stockholder and director of Courtside
Acquisition Corp. ("Company"), in consideration of EarlyBirdCapital, Inc.
("EBC") entering into a letter of intent ("Letter of Intent") to underwrite an
initial public offering of the securities of the Company ("IPO") and embarking
on the IPO process, hereby agrees as follows (certain capitalized terms used
herein are defined in paragraph 12 hereof):
1. If the Company solicits approval of its stockholders of a
Business Combination, the undersigned will vote all Insider Shares owned by him
in accordance with the majority of the votes cast by the holders of the IPO
Shares.
2. In the event that the Company fails to consummate a
Business Combination within 18 months from the effective date ("Effective Date")
of the registration statement relating to the IPO (or 24 months under the
circumstances described in the prospectus relating to the IPO), the undersigned
will take all reasonable actions within his power to (i) cause the Trust Fund
(as defined in the Letter of Intent) to be liquidated and distributed to the
holders of IPO Shares and (ii) cause the Company to liquidate as soon as
reasonably practicable. The undersigned hereby waives any and all right, title,
interest or claim of any kind in or to any distribution of the Trust Fund and
any remaining net assets of the Company as a result of such liquidation with
respect to his Insider Shares ("Claim") and hereby waives any Claim the
undersigned may have in the future as a result of, or arising out of, any
contracts or agreements with the Company and
Courtside Acquisition Corp.
EarlyBirdCapital, Inc.
April 22, 2005
Page 2
will not seek recourse against the Trust Fund for any reason whatsoever.
3. In order to minimize potential conflicts of interest which
may arise from multiple affiliations, the undersigned agrees to present to the
Company for its consideration, prior to presentation to any other person or
entity, any suitable opportunity to acquire an operating business, until the
earlier of the consummation by the Company of a Business Combination, the
liquidation of the Company or until such time as the undersigned ceases to be a
director of the Company, subject to any pre-existing fiduciary and contractual
obligations the undersigned might have.
4. The undersigned acknowledges and agrees that the Company
will not consummate any Business Combination which involves a company which is
affiliated with any of the Insiders unless the Company obtains an opinion from
an independent investment banking firm reasonably acceptable to EBC that the
business combination is fair to the Company's stockholders from a financial
perspective.
5. Neither the undersigned, any member of the family of the
undersigned, nor any affiliate ("Affiliate") of the undersigned will be entitled
to receive and will not accept any compensation for services rendered to the
Company prior to the consummation of the Business Combination; provided that the
undersigned shall be entitled to reimbursement from the Company for his
out-of-pocket expenses incurred in connection with seeking and consummating a
Business Combination.
6. Neither the undersigned, any member of the family of the
undersigned, nor any Affiliate of the undersigned will be entitled to receive or
accept a finder's fee or any other compensation in the event the undersigned,
any member of the family of the undersigned or any Affiliate of the undersigned
originates a Business Combination.
7. The undersigned will escrow his Insider Shares for the
three year period commencing on the Effective Date subject to the terms of a
Stock Escrow Agreement which the Company will enter into with the undersigned
and an escrow agent acceptable to the Company.
8. The undersigned agrees to be a member of the Board of
Directors of the Company until the earlier of the consummation by the Company of
a Business Combination or the liquidation of the Company. The undersigned's
biographical information furnished to the Company and EBC and attached hereto as
Exhibit A is true and accurate in all respects, does not omit any material
information with respect to the undersigned's background and contains all of the
information required to be disclosed
Courtside Acquisition Corp.
EarlyBirdCapital, Inc.
April 22, 2005
Page 2
pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act of
1933. The undersigned's Questionnaire furnished to the Company and EBC and
annexed as Exhibit B hereto is true and accurate in all respects. The
undersigned represents and warrants that:
(a) he is not subject to, or a respondent in, any legal action for, any
injunction, cease-and-desist order or order or stipulation to desist or refrain
from any act or practice relating to the offering of securities in any
jurisdiction;
(b) he has never been convicted of or pleaded guilty to any crime (i)
involving any fraud or (ii) relating to any financial transaction or handling of
funds of another person, or (iii) pertaining to any dealings in any securities
and he is not currently a defendant in any such criminal proceeding; and
(c) he has never been suspended or expelled from membership in any
securities or commodities exchange or association or had a securities or
commodities license or registration denied, suspended or revoked.
9. The undersigned has full right and power, without violating
any agreement by which he is bound, to enter into this letter agreement and to
serve as a Director of the Company.
10. The undersigned authorizes any employer, financial
institution, or consumer credit reporting agency to release to EBC and its legal
representatives or agents (including any investigative search firm retained by
EBC) any information they may have about the undersigned's background and
finances ("Information"). Neither EBC nor its agents shall be violating the
undersigned's right of privacy in any manner in requesting and obtaining the
Information and the undersigned hereby releases them from liability for any
damage whatsoever in that connection.
11. This letter agreement shall be governed by and construed
and enforced in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the
application of the substantive laws of another jurisdiction. The undersigned
hereby (i) agrees that any action, proceeding or claim against him arising out
of or relating in any way to this letter agreement (a "Proceeding") shall be
brought and enforced in the courts of the State of New York of the United States
of America for the Southern District of New York, and irrevocably submits to
such jurisdiction, which jurisdiction shall be exclusive, (ii) waives any
objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum and (iii) irrevocably agrees to appoint Graubard Miller as
agent for the service of process in the
Courtside Acquisition Corp.
EarlyBirdCapital, Inc.
April 22, 2005
Page 3
State of New York to receive, for the undersigned and on his behalf, service of
process in any Proceeding. If for any reason such agent is unable to act as
such, the undersigned will promptly notify the Company and EBC and appoint a
substitute agent acceptable to each of the Company and EBC within 30 days and
nothing in this letter will affect the right of either party to serve process in
any other manner permitted by law.
12. As used herein, (i) a "Business Combination" shall mean an
acquisition by merger, capital stock exchange, asset or stock acquisition,
reorganization or otherwise, of an operating business; (ii) "Insiders" shall
mean all officers, directors and stockholders of the Company immediately prior
to the IPO; (iii) "Insider Shares" shall mean all of the shares of Common Stock
of the Company owned by an Insider prior to the IPO; and (iv) "IPO Shares" shall
mean the shares of Common Stock issued in the Company's IPO.
Dennis H. Leibowitz
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Print Name of Insider
/s/ Dennis H. Leibowitz
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Signature
EXHIBIT A
Dennis H. Leibowitz has served as a member of our board of directors
since our inception. Mr. Leibowitz has served as managing general partner and
chief investment officer of Act II Partners, a private hedge fund that
specializes in media and communications companies, since March 2002. From
October 2000 to Setpember 2001, Mr. Leibowitz served as a managing director of
Credit Suisse First Boston where he was a media strategist covering the
advertising, broadcasting, cable television and entertainment industries. From
1977 until he joined Credit Suisse First Boston, Mr. Leibowitz was a senior vice
president and securities analyst at Donaldson, Lufkin & Jenrette, Inc., a
private investment banking firm. Institutional Investor magazine has given Mr.
Leibowitz its highest ranking for a research analyst twenty-five times since it
began grading securities analysts in its All-American Research Team in 1972. Mr.
Leibowitz serves on the board of advisors of Centre Palisades Ventures, LP and
New Mountain Capital, LLC, both private equity funds. He is a past president of
the Media & Entertainment Analysts Society of New York and the Cable Television
Analysts' Group. He is currently a member of the New York Society of Security
Analysts and has served on the board of directors of the International Radio &
Television Society. Mr. Leibowitz received a B.S. from The Wharton School of
Finance and Commerce of The University of Pennsylvania.